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LAW
ESTABLISH A COMPANY
IN BRAZIL
Sponsor:
American Chamber of Commerce for Brazil - AMCHAMInternational Affairs Department
Brazil, 2015/2016
*This guide is part of the project
ACKNOWLEDGMENTSThe American Chamber of Commerce for Brazil, being the largest Amcham outside the United States is constantly serving its members by building bridges for Brazilian businesses worldwide. Our foreign investment attraction efforts have also been a key leading point for Amcham. The How To series is part of this initiative. With the support of some of our corporate members, the States of the country and now some cities, we are putting together strategic information on the most various aspects of doing business in Brazil and its opportunities. As part of BRICS (Brazil, Russia, India, China and South Africa) and representing the 7th largest economy of the world, being also the 5th
biggest destination for foreign investment, Brazil has clearly demonstrated its importance in the global market. Furthermore, the medium and high classes are increasing, which creates a solid internal market and contributes to maintain good results in the economy. It is now more than ever a strategic time for businesses opportunities in Brazil. We welcome you and hope that the information you are about to read serves you best.
Gabriel Rico - CEO, Amcham Brazil
Grant Thornton has been supporting US and International companies in establishing subsidiaries in Brazil for over 20 years. We fully cooperate with reputable law fi rms in order to make it possible for the newly incorporated entities to focus on their business, while we take care of their back offi ce tasks such as acting as the offi cer of the established legal entity as well as executing bookeeping/tax/payroll and fi nancial services. Our cooperation with AMCHAM goes back all these years, and we are proud to be able to provide international companies with guidelines in starting up their operations in Brazil. Count on us to fi ll in the gaps related to your business, and our country´s unique business environment.
Jobelino Locateli - CEO, Grant Thornton
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CONTENTS
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INVESTING IN BRAZIL
ESTABLISHING A COMPANY IN BRAZIL
READY TO START
ACCOUNTING AND AUDITING
TAX ENVIRONMENT
HIRING PEOPLE IN BRAZIL
FINANCING GROWTH
THINKING COMPLIANCE WHEN ESTABLISHING A BUSINESS IN BRAZIL
ABOUT OUR SPONSOR
INVESTING IN BRAZIL
AN OVERVIEW OF BRAZIL
Brazil is the 8th largest economy in the world in terms of nominal GDP. Geographically, it is the world’s 6th largest country, with a population of approximately 205 million
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inhabitants, and it has a predominantly tropical climate. Brazil covers a total area of approximately 8,515,767 km2, which is equivalent to the area of the USA, excluding the state of Alaska. Brazil is consisted of five major regions: the North, Northeast, Southeast, South and Central-West.
Capital: BrasiliaEconomic Capital: São PauloCurrency: Real (BRL)Official Language: PortugueseNominal GDP (IBGE, 2014): USD 2.3 trillionInflation (IPCA[National Wide Consumer Index], Brazilian Central Bank, 2014): 6.41% Political System: Federal RepublicStock exchange: BM&Fbovespa. Leading share indexes: IBOVESPA &IBrXDoing Business ranking (World Bank, 2015): 120GDP per capita (IBGE): USD 11,208
Known for its rich biodiversity, abundant agricultural, mineral and energy potential, rapidly-changing business conditions and innovation, Brazil is the leader in the International Direct Investment ranking in Latin America. It is also number six in the world rankings, and receives USD 62 billion in investments (United Nations, 2014).
According to the Central Bank of Brazil, the leading countries in identifying opportunities and investing directly in the country are: The Netherlands, The United States, Luxembourg, Spain and Japan, which together accounted for 61% of all Foreign Direct Investment in 2014. The cities of Sao Paulo and Rio de Janeiro, located in the Southeast region, received the largest share of investments.
MAIN SECTORS
According to the Brazilian Institute of Geography and Statistics (IBGE, for its acronym in Portuguese), the main sectors contributing to the Brazilian GDP are: the service sector, which generated BRL 901.4 billion in 2014; manufacturing, with BRL 279.6 billion; and agriculture and ranching, which reached BRL 48 billion.
REPRESENTATION OF GLOBAL MARKET SHARE FOR AGRICULTURE
Brazil is also a significant producer of beef, pork, poultry, corn, soybean oil, soybean meal and cotton.
SERVICES
The investment opportunities in the services sector are numerous, and foreign companies have been investing heavily in the following sectors:
•ATrade;
•ATelecommunications;
•AFinancial services.
INFRASTRUCTURE
The reconstruction of the Brazilian economic policy encourages business development in infrastructure and technology. In addition in 2014, the Brazilian government announced a concession package that focuses on the infrastructure sector and aims to attract a total investment of BRL 198.4 billion through the Logistics Investment Program (Programa de Investimento em Logística - PIL). This will encourage foreign companies to enter this particular market.
This program adds BRL 86 billion in investments in railways, BRL 66 billion for work on highways, BRL 37 billion for ports, and BRL 9 billion for airports. The government projects intends for the procurement of infrastructure projects to start during the current administration, which runs until 2018. They total approximately BRL 200 billion.
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FIVE REASONS TO DO BUSINESS IN BRAZIL
Brazil is experiencing an era of active economic and political restructuring. Nevertheless, the current situation has led to the development of compliance tools and subsequent better practices in corporate governance. As evidenced by the many countries who have faced economic crises, this period is followed by an increase in the levels of professionalism and transparency in companies. Another significant factor is the number of entrepreneurship hubs in the country, which became relevant since there is an international growing interest in Brazilian startups. These clusters are especially numerous in the Southeast region, in the cities of Belo Horizonte-MG, Campinas-SP, Rio de Janeiro-RJ and Sao Paulo-SP, as well asin Florianopolis-SC, in the South region, and Recife-PE, in the Northeast region.
According to the Global Dynamism Index (GDI)1 the three main reasons to invest in Brazil are:
•AAccess to a key market: 57% of business leaders interviewed said that access to a key market is a driver for expansion in Brazil. After all, the country is very extensive geographically and has a large population, which means a high potential for consumption;
•ALabor and human capital: 40% of Brazil’s international investors mention the country’s availability of skilled workers as a key driver for expanding in the country;
•AFinancing environment: Despite the fact that Brazil performs better than other leading
economies in terms of overall financing environment, even more can be done to improve foreign investors’ perceptions of the country’s financial system. The GDI gives Brazil a high ranking for its financing environment (13th out of 60), which is above than developed economies, such as the USA and UK.
Two other topics not considered in the report but that are also responsible for foreign interest in the country are:
•AParticipation in developing country groups: Brazil is part of a large group of emerging countries (such as BRICS and the G-20) and is the gateway to Latin American markets. Being considerated a leading economy;
•AGlobal events: In 2014, Brazil hosted the World Cup, which generated USD 7.5 billion in revenues. According to the Institute of Economic Research Foundation (Fundação Instituto de Pesquisas Econômicas - FIPE), just one of the event’s sponsors, Brazilian Trade and Investment Promotion Agency (Agência Brasileira de Promoção de Exportações e Investimentos – Apex-Brasil), brought together 2,300 entrepreneurs from 104 countries, with a goal of reaching approximately USD 6 billion in business. In 2016, the country is hosting the Olympic Games, and the event has already been stimulating the economy of the host city, Rio de Janeiro. A study by the Institute of Management Foundation (Fundação Instituto de Administração - FIA), projects that the event will generate up to USD 51 billion in resources and create 120,000 job opportunities.
1 - Developed by the International Business Report of Grant Thornton International (IBR, 2015).
ESTABLISHING A COMPANY IN BRAZIL
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DECIDING YOUR FUTURE IN BRAZIL
WHAT DO YOU NEED TO KNOW BEFORE INVESTING?
Companies around the globe weigh the merits of establishing a physical presence in a country and making a definite footprint there. There are, indeed, cases of foreign companies hiring a salesperson/representative to work as a contractor to research the market or to get that first order before the physical set up. This comes with some risks, such as creating a potential liability in the employment relationship, having to wire funds to individuals’ bank accounts, and having no control or oversight over business matters.
In order to hire employees, open a bank account and perform a number of other tasks, it is necessary to legally organize a corporation. The next step is to decide which type of legal entity it will be.
WHICH TYPE OF ENTITY TO CHOOSE
BRANCH OR SUBSIDIARY?
The very first step in moving to Brazil is deciding what type of structure best suits the business. Incorporating a foreign company’s branches in Brazil is usually a very time-consuming bureaucratic process. The establishment of a branch requires prior approval from the federal government by Presidential decree (articles 1,134 to 1,141 of the Civil Code), which is a very lengthy process. The federal government must also authorize any amendments to the branch’s Bylaws. Unlike subsidiaries, branches are
considered to be part of the foreign entity in Brazil. In this regard, a branch’s foreign controlling company may have unlimited responsibility for its debts in the event that the branch is unable to fulfill such obligations. Branches are subject to Brazilian laws and courts with respect to acts and transactions that occur in Brazil.
Given this information, the vast majority of investors in Brazil adopt the subsidiary model, since their shareholders are not responsible for the subsidiary’s debts, except for specific provisions set forth by specific rules.
Once that is established, the investor shall need to decide which format is more appropriate for his/her business. The investor could also decide to acquire an existing company or assets, which would require a due diligence project. One could also form a Joint Venture, which could take the form of a Limited Liability company or a consortium agreement, which is commonly adopted for relevant infrastructure projects in Brazil. Therefore, the main decisions will be around incorporating or acquiring a company. Below both models are described:
INCORPORATE A LTDA. OR A S.A.
The majority of legal entities incorporated in the country are either “Limitada” or “S.A.”: a “Limitada” (Sociedade Limitada or “Ltda.”) – is a limited liability company, and a “S.A.” (Sociedade Anônima) – is similar to a corporation. A Ltda. is usually the preferred vehicle for a wholly-owned subsidiary as it is more flexible in regards to limitations of liability and is easier to manage. A S.A. is generally more complex from a compliance and management perspective.
Ltda. S.A.
A Sociedade Limitada ruled by Decrees No. 1,052 to 1,087 of the Civil Code, is organized through the Bylaws and has limited liability partners.
The management of an Ltda. is carried out by one or more individuals, shareholders or not, as indicated in the Bylaws.
The company needs to be founded by at least two partners, neither of them must be Brazilian. A partner can be either an individual or a legal organization.
There is no obligation to publish annual financial statements.
A Sociedade Anonima was established by the Brazilian Civil Code in Article 1,088, and its latest regulation is Law No. 11,941/09 of May 27, 2009. It is a business corporation with shares. Dividends are distributed to shareholders in the form of interest over capital (Juros sobre Capital Próprio).
A S.A. may be managed by a Board of Directors and Executive Board, or solely by a Board of Directors. The Executive Board must have at least three members and all of them must be shareholders and individuals. If they do not reside in Brazil, they must appoint attorneys-in-fact to represent them.
A S.A. can be classified as: publicly held, where shares are traded on the Stock Exchange, or Capital Fechado, meaning shares are not traded.
The Board of Directors represents the S.A. and ensures that everything is in place for its day-to-day activities. It is composed of at least two Directors, who may be share holders and individuals, and who must be Brazilian residents. They may be elected for a maximum of 3 years term.
An Audit Committee is established to ensure that the company follows best practices in corporate governance. The company needs to be audited yearly and must consistently publish financial reports in national newspapers.
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Most foreign companies decide to establish their presence in Brazil through a Ltda. due to its more flexible provisions regarding limitations on liability and its simplified level of administrative formalities. As such, this type of entity will be focused.
A S.A. is the most complex type of organization when it comes to legal constitution and is mainly designed to allow greater financing flexibility than a Ltda. Before choosing to open a S.A., it is recommended to consult trustworthy advisors.
Ltda. S.A.
Both, Ltda. and S.A. need to be registered with the Board of Trade (Junta Comercial) and with the tax authorities. S.A.s need to be registered with the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários - CVM). If the S.A. is publicly held, then it can issue depositary receipts (DRs).
Both entity types must hold annual general shareholder’s meetings by April 30th of each year (Fiscal year: January 1st to December 31st) in order to approve financial reports. These must be signed by the accountant, Legal Acting Director, and in the case of an S.A., approved by the auditors. All documents and deliverables must be in Portuguese and in Brazilian Reais.
REQUIREMENTS FOR INCORPORATING
REGISTRATION - CNPJ
Once the Bylaws have been prepared, powers of attorney for the attorneys-in-fact formulated, translated into Portuguese, registered at a Brazilian consulate, and registered with the Tax authorities in order to obtain a federal tax ID number for the foreign shareholders, the Bylaws of the Ltda. can be registered with the Board of Trade (Junta Comercial). The Bylaws are then registered with the tax authorities (Receita Federal) and a federal tax ID number (Cadastro Nacional da Pessoa Jurídica - CNPJ) is granted to the Ltda. The CNPJ number together with the name and address registered in the Bylaws serve as identification of the subsidiary for statutory purposes.
At the time of registration, an accountant must be appointed. Please note that this professional must be registered with the Regional Council for Accountancy (Conselho Regional de Contabilidade - CRC).
The Ltda. can then proceed with the first required registrations:
•AThe registration of foreign exchange is done through the Electronic Declaratory Registration (Registro Declaratório Eletrônico - RDE), which is part of the Central Bank Information System (Sistema de Informações do Banco Central - SISBACEN). Registration is mandatory for inflows and outflows of foreign capital, and it is relevant at this point because of the equity established in
the Bylaws. The Brazilian Central Bank’s database (Cadastro de Pessoa Física ou Jurídica, Residente ou não Residente no País - CADEMP) registration of foreign shareholders is also required at this point;
•AIn order to hire professionals, registration with the labor authorities is required: Social Security (Instituto Nacional do Seguro Social - INSS) and Severance Deposits (Fundo de Garantia do Tempo de Serviço - FGTS);
•AIf the company deals with services or starts operations, it must first be registered with the municipality in which it is located, as it will be subject to service taxes (Imposto sobre Serviços - ISS) and to an inspection fee (taxa de fiscalização);
•AIf the company trades goods, is a manufacturer, or delivers certain services, it must first be registered with the state in which it is located, as it will be subject to a state tax (Imposto sobre Circulação de Mercadorias e Serviços - ICMS);
•AAll companies need to be registered with a Trade Union (Sindicato), and this registration depends on the type of activity the company will perform in Brazil. All of the company’s registered employees will be subject to the rules of the Consolidation of Labor Laws (Consolidação das Leis Trabalhistas - CLT) of that specific Union;
•AIn order to help users feel safe about their online actions, two tools were created to assure the privacy of information and guarantee the authenticity of files sent by e-mail: the e-CNPJ and e-CPF. These are digital certificates approved by the Department
of Federal Revenue of Brazil (Secretaria da Receita Federal) and serve to protect personal and corporate information. Moreover, the Legal Acting Director needs the digital certificate in order to forward and receive information from the tax authorities, while the company’s digital obligations are filed through its digital certification;
•ADepending on the nature of the business, other registrations/authorizations might be required. It is important to review the regulatory institutions and to check the necessary authorizations and licenses:
•ABusiness License (Alvará de Funcionamento);
•AEnvironmental license (Companhia Ambiental do Estado de São Paulo - CETESB);
•ATelecommunications (Agência Nacional de Telecomunicações - Anatel);
•AElectricity (Agência Nacional de Energia Elétrica - ANEEL);
•AMovies (Agência Nacional do Cinema - ANCINE);
•APrivate Health (Agência Nacional de Saúde Suplementar - ANS);
•AConsumer Goods (health, food and beverage) (Agência Nacional de Vigilância Sanitária - ANVISA);
•ABrazilian Central Bank (authorization for financial company operations) (Banco Central do Brasil - Bacen);
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•AInsurance Industry (Superintendência de Seguros Privados - SUSEP);
•ATourism (Instituto Brasileiro de Turismo - Embratur);
•AEngineering, Architecture and Agronomy (Conselho Regional de Engenharia, Arquitetura e Agronomia - CREA);
•AReal Estate (Conselho Regional de Corretores de Imóveis - CRECI);
•ABusiness management (Conselho Regional de Administração - CRA);
•AAccountants and CVM (auditors) (Conselho Regional de Contabilidade - CRC);
•ATrademarks and Patents (Instituto Nacional da Propriedade Industrial - INPI).
BYLAWS
After a company decides on the most appropriate legal entity to establish in Brazil, the next step is to draw up the company’s Bylaws. The company will only be able to operate after it has registered with the Board of Trade and tax authorities, and has been granted a CNPJ (Federal Tax ID number).
Below there are some of the most important topics to be decided before setting up the Bylaws, and it is highly recommended to involve an attorney in this stage of the process:
•AName of the Brazilian entity: The name of the entity needs to have Portuguese words describing the purpose of the legal entity, and verification must be made with the Board of Trade that the name is not currently being used;
•AShareholders: Normally, two shareholders are needed for a Ltda. They can be a corporation or individual, foreign or Brazilian. If the shareholders are foreigners, a legal representative must be appointed so that these entities (or people) are granted a CNPJ number. This number does not mean there are obligations related to it. The legal representative is a contact person between the entity and tax authorities (for summons, inspections, dividend distribution, and others). The shareholders draw up a power of attorney, which needs to be translated into Portuguese, consularized, registered with the Brazilian Foreign Consulate, and registered in Brazil.
The shareholders must therefore appoint an attorney in fact. Articles 1,074, Paragraph 1 of the Brazilian Civil Code, Article 119 and Article 126, Paragraph 1 of Law 6,404, dated 12.15.1976 of the Brazilian legislation govern the obligation of a foreign company (quota or shareholder of a company in Brazil) to have an attorney-in-fact in the country in order to represent it within the national territory, with powers to receive summons referring to legal actions filed against it.
The legal representative also:
•AParticipates in meetings, assemblies and other deliberation sessions;
•ASigns, acquires, disposes, cedes or transfers shares or quotas, and
•ACarries out all other rights concerning the conditions of partner, quota or shareholder of the Brazilian company in question.
All of these parties, foreign shareholders, and legal representatives need to be registered within the CADEMP. This will allow the company to register the (electronic registration of foreign currency (Retificação de Dados do Empregador - RDE), registration of financial transactions (Registro de Operação Financeira - ROF), IED (foreign direct investment) and portfolio (foreign investment).
•APurpose of the legal entity (objeto): Choosing the purpose of the legal entity determines: if the company needs to be registered with the municipality or state, if it will be subject to ISS or ICMS taxes, what type of licenses it will need, and what the CNAE classification will be. The CNAE (Classificação Nacional de Atividades Econômicas) is the Registry of Economic Activity.
•ALegal Acting Director: Management of the Ltda. (legal entity) may be carried out by one or more individuals, and it shall be governed and registered by means of a contract or separate act. The tenure of this position shall conclude with the manager’s dismissal, at any time, or at the end of the term if there is no renewal set forth in a contract or separate act.
Article 1,011 and its respective paragraphs of the Brazilian Civil Code, Article 35, II, of Law 8,934/94, deliberations from the National Department of Business Registration
(among others), stress the condition that the manager must be domiciled in Brazil; foreigners must have a permanent visa.
In addition to being responsible for the full legal representation of the company, the Legal Acting Director, appointed by the foreign partners, may be held responsible on civil and criminal grounds if he does not comply with the rules established in the contract or legislation, including the obligation to compensate damages and losses borne by the foreign companies.
The appointment of the manager for this position is terminated by means of dismissal, at any given time, or when the term stipulated in the company’s Bylaws has expired.
The Legal Acting Director also represents the legal entity and acts before other parties, some of which include:
•ABanks, as a signatory to bank accounts;
•AThe Brazilian Central Bank, for registration of capital inflows and outflows, signature on documents related to foreign exchange transactions, and the filing of obligations;
•ATax authorities;
•ASigning of financial statements;
•ALabor Department for the signing of professional books;
•ASigning of supplier (rentals, warehouses, cell phones, internet, and others) and client contracts;
•ACourts.
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The limitations of the powers of the manager are reflected in the Bylaws. Note that these limitations might also affect day-to-day banking transactions.
•AAddress: If the nature of the business is services, i.e. if no goods are traded, the entity may choose to have a virtual office to which all correspondence will be directed. However, if the nature of the business is the trading of goods, the entity may employ a warehouse to store goods and invoice customers from a branch established within the Bylaws;
•ACapital Requirements: Formally, there are no minimum capital requirements. Please review this information if your company plans to hire expatriates to manage the Brazilian business, as other rules may apply. If you plan to enter tenders or will need an import/export license, there also may be additional requirements. All foreign capital inflows must be registered with the Brazilian Central Bank.
•ARADAR-SISCOMEX: A legal entity that needs to import and export products must obtain prior authorization from the Department of Foreign Trade (Secretaria de Comércio Exterior - SECEX) – SISCOMEX from the Brazilian Central Bank. SECEX reviews and compares import prices in order to prevent the dumping of products in Brazil’s market. It is advisable
to request a specialized broker to apply for this license due to its bureaucratic requirements.
Bylaws must be amended when there is a change to any of the items above. Later amendments must be registered with the tax authorities (Receita Federal).
REQUIREMENTS FOR ACQUIRING A COMPANY IN BRAZIL
If you want to start business in Brazil with an already operational company, you can acquire a business with a CNPJ in the country.
An acquisition between two companies of the same nationality is a highly complex process and must be well-planned. Therefore, it is necessary to perform careful due diligence in order to maximize the possibility of success.
In an operation between companies of different nationalities (cross-border transaction), the due diligence process is even more important and major care should be taken in the prior assessment of corporate cultures. This is mainly regarding the culture of adherence of the key people who will be destined for the new challenges.
Also, tax issues that arise from acquiring legal entities in Brazil depend, to some extent, on the residency of both purchaser and seller. In general terms, capital gains are taxed in Brazil even in the case of transactions performed
entirely abroad, when the assets (or shares) sold are located in Brazil.
Share deals are generally more common than asset deals in Brazil because even in the case of an asset purchase, there is a significant risk that the tax liabilities of the previous business may be attached to the acquired assets. Additionally, share deals generally result in lower levels of documentation and indirect taxation for acquirers. A case-by-case analysis is always recommended for the company in order to decide the ideal acquisition structure.When properly structured, the most significant advantage of a share deal over an asset deal is that the amount (or part thereof) paid in excess of the target’s net equity may generate an amortizable premium or goodwill in the tax base of depreciable or amortizable assets.
This potentially amortizable step-up is subject to several tax, legal, accounting, business and substance requirements, and must be very carefully analyzed and supported in order to mitigate any risks associated with such an acquisition structure.
OPERATING YOUR CAPITAL
OPENING A BANK ACCOUNT
As a general rule, in order to run your firm in Brazil you will need a bank account in the currency of Brazilian reais, for which the Legal Acting Director will be the master signatory. Payments can be executed through an online banking system, which requires the barcode scanning and is operated in Portuguese. Payments are usually executed with payment bank payment eletronic forms and care must be taken regarding the taxes applicable and amounts to be deducted from each payment. For accounts receivable, a company should also involve its bank for the issuance of boletos for the easy identification of inflows of wire transfers. It is highly recommended that start-ups outsource this activity due to the difficulty of managing them from outside Brazil.
If your banker is represented in Brazil, it is advisable to contact him in order to facilitate the opening of the account.
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READY TO START ACCOUNTING AND AUDITING
03. 04.
Your company can now work with suppliers, sign agreements for delivery to clients, set up an office, enter into agreements for internet, phone, cell phone connections, hire professionals, approve and pay for the reimbursement of expenses, and so on. Furthermore, from the date the CNPJ is granted, the company will need to comply with Brazilian statutory obligations. In other words, it will have to comply with federal, state and municipal obligations.
You will need to make a strategic decision on hiring qualified, English-speaking personnel for accounting, taxes, payroll and finance. There are some specialized recruitment agencies that can assist you with this. While it is common for a SME to have in-house accounting,
outsourcing is more common in Brazil. Legal Acting Directors from professional firms usually execute this task or will recommend a reputable company.
Finding accountants and lawyers who speak English and can work closely with you will ensure you are doing the right thing and might be a cost-efficient solution. It is advisable to ask your attorneys, Chambers of Commerce or other professionals in your network for recommendations on a reputable company.
The company is now ready to start operations in Brazil. On the next pages, it is mentioned some other important steps.
BR GAAP & AUDITS
Public Companies (S.A.s in Brazil) are required to publish their annual audited financials and must have their quarterly financials reviewed by independent auditors. Privately held entities are also required to have their financial statements audited by an auditor registered with the Securities and Exchange Commission of Brazil (CVM) when they meet the “large entity” criteria, which means:
•AThe entity has annual net revenues greater than BRL 300 million or;
•AIts total assets are greater than BRL 240 million.
Financial institutions or insurance companies (or any other group of entities under the jurisdiction of the central bank)2 are required to publish their annual and semi-annual audited financials.
The tax authorities do not require the audited financials, though the name of the independent auditor must be reported in the company’s annual tax form.
AUDIT STANDARDS
In 2010, the Brazilian audit standards were converged with the International Standards on Auditing (ISAs)
2 - The following groups of entities must have their financials audited by independent auditors registered with the CVM.
issued by the International Federation of Accountants (IFAC) through the International Auditing and Assurance Standard Board (IAASB).
BRAZILIAN GAAP AND IFRS
Law 11,638, enacted in 2007, modified the Brazilian securities market. The accounting standard administrators and regulators were already committed to seeking alignment with the IFRS, and in 2010, the convergence process was concluded for consolidated financial statements. Stand alone financials are prepared under accounting practices adopted in Brazil through the application of the standards issued by the Accounting Pronouncements Committee (Comitê de Pronunciamentos Contabeis - CPC). These practices differ from IFRS for separate financial statements only in relation to the measurement of investments in subsidiaries, associates and jointly-controlled entities which are based in equity accounting, while IFRS requires measurement based on the cost of fair value. Recent changes in IFRS reinstated the equity method as acceptable. Therefore, this difference will no longer exist.
Small and medium-sized companies (SMEs) may adopt the IFRS for SMEs in Brazil. Alternatively, they can apply the accounting practices adopted in Brazil, which have now converged with IFRS.
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TAX ENVIRONMENT
05.
TAXES IN BRAZIL
Brazil is generally considered a friendly tax environment, but planning is essential to any business in the country.
CORPORATE TAXES ON PROFITS
There are two corporate taxes on profits in Brazil, and their combined rate is approximately 34%. Generally, the Corporate Income Tax (Imposto sobre a Renda das Pessoas Jurídicas - IRPJ) has a basic rate of 15%, plus a 10% surtax on annual taxable income that exceeds BRL 240,000. The Social Contribution on Net Profits (Contribuição Social sobre o Lucro Líquido - CSLL) is applied at a base rate of 9%. This rate may be different for financial institutions.
There are three major options for Brazilian legal entities to calculate and pay corporate taxes on profits: the Actual Profit System, the Presumed Profit System and the “Simples” Regime.
The “Actual Profit System” corresponds to applying the IRPJ and CSLL rates (34%) to the company’s net book profits under Brazilian Generally Accepted Accounting Principles (GAAP), adjusted by certain specific add-backs and deductions.
The “Presumed Profit System” is based on a presumed net profit, which is calculated by applying a predetermined presumed profit rate on the gross revenues of the company. The profit rates are determined by the federal government and vary according to each company’s activity. However, this system is not always possible because of several restrictions, including a maximum turnover of BRL 78 million the previous year.
The “Simples” tax regime (Integrated Payment of Taxes and Contributions from Micro and Small Companies) is a simplified tax regime applicable to micro and small companies that meet specific gross revenue thresholds and other legal requirements. The “Simples” regime allows these companies to calculate taxes applying reduced rates and calculation bases, and it also provides them with the possibility of paying several taxes together, including federal (IRPJ, CSLL, PIS, COFINS, IPI, INSS), state (ICMS) and municipal (ISS) taxes using one single payment slip.
TAXES ON REVENUE - PIS AND COFINS
The Tax on Gross Revenues for the Social Integration Program (Programa Integração Social - PIS) and the Tax on Gross Revenues for Social Security Financing (Contribuição para o Financiamento da Seguridade
Social - COFINS) are federal taxes charged on gross revenues, on a monthly basis and under two regimes, cumulative and non-cumulative.
Under the cumulative regime, the combined rate is 3.65% and no credit mechanism is applicable. In other words, under this regime, the PIS and the COFINS are cumulative taxes, not to the value-added tax (VAT). Companies that adopt the presumed profit system for taxes on profits must calculate their PIS/COFINS under the cumulative regime.Generally, companies under the actual profit system will apply the non-cumulative regime, which subjects taxpayers to a combined PIS and COFINS rate of 9.25%. However, under this regime, tax credits for PIS and COFINS levied on certain inputs are available.
Both PIS and COFINS are also due on the import of goods and services, generally at a combined rate of 9.25%.
ICMS - VALUE-ADDED TAX ON GOODS AND SERVICES
The ICMS is a type of value-added state tax generally levied on imports (customs clearance), sales, transfers and other transactions involving goods (including electricity), inter-municipal and interstate transportation services and communication services.
For imports of goods and transactions within the same state, the regular ICMS rates range from 17% to 19%. However, for some specific goods, the applicable rate on import operations and sales within the state may differ from the regular ones. When transactions involve two different states, the rates are 7% or 12%, depending on the states involved. The applicable rate is 4% on interstate transactions with imported goods, regardless of the states involved, with some minor exceptions.
The ICMS tax is also due either when a product is resold in the domestic market or when it is physically moved from a manufacturing facility.
Given the fact that it is a VAT, ICMS taxpayers are generally entitled to a tax credit for the amount of the tax paid in the previous transaction with the same goods (inputs), provided that the purchaser is an ICMS taxpayer regarding that product. The tax credit may be offset against future ICMS payables.
Importers are generally entitled to recognize a tax credit at the amount of the tax paid to be used to offset future ICMS liabilities.
IPI - TAX ON MANUFACTURED PRODUCTS
The Tax on Manufactured Products (Imposto sobre Produtos Industrializados - IPI) is a federal tax levied on the import and manufacture of goods. It operates like a value-added tax (VAT), which is charged on the aggregated value of the final product. As a general rule, IPI paid on a previous transaction can be used to offset the IPI liability arising from subsequent taxed operations as a tax credit.
The applicable rate depends on the product and its classification under the Table of Tax on Manufactured Products (TIPI), which generally follows the Brussels Harmonized Tax Codes. These rates may vary considerably, from 0% to more than 300%, depending on the good. As an excise tax, IPI rates can be higher for “non-essential” products such as cigarettes, perfumes and others.
Since the IPI tax has a regulatory nature, the federal government may increase or decrease its rates at any
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time by decree as a way to implement financial and economic policies.
On import transactions, as a general rule, an IPI tax credit for the amount of the tax paid on the import is granted in cases in which the subsequent transaction involving the same product, or another product in the manufacture of which the imported product was used, is subject to the IPI.
ISS - SERVICES TAX
The Services Tax (ISS) is a municipal tax levied on revenues derived from the provision of services and on the import of services. Although it is a municipal tax, the specific services subject to the ISS are listed in a federal law.
The tax base for the ISS is the price or value of the service. The rates vary from 2% to 5%, generally depending on the municipality where the service provider or imported is located, where the service is provided and the type of service.
II - IMPORT TAX
The Import Tax (II) applies to the CIF (Cost, Insurance, Freight) value of imported products at variable rates. Since it is a final tax, there is no tax credit granted. Therefore, it is generally a cost for the importer.
IRRF - WITH HOLDING INCOME TAX
The Withholding Income Tax (Imposto de Renda Retido na Fonte - IRRF) applies to certain domestic transactions
such as fee payments to service providers and financial income from investments.
The IRRF tax is also due on general payments by a Brazilian source to most non-residents (e.g. the payment of service fees, license fees, interest, interest on net equity, royalties, cost sharing, management fees, etc.). The rate depends on the nature of the payment, the beneficiary’s residence and the existence of double tax treaties. Normally, rates range from 15% to 25%.
In addition to the Withholding Income Tax, an Intervention in the Economic Domain Tax (Contribuições de Intervenção no Domínio Econômico - CIDE) of 10% is levied on payments to non-residents and includes certain royalties, technical and administrative services and technical assistance, among others. The CIDE is imposed on the payment of the fees and cannot be reduced by double tax treaties.
IOF - FINANCIAL TRANSACTION TAX
The Financial Transaction Tax (Imposto sobre Operações de Crédito, Câmbio e Seguros - IOF) is a federal tax levied on credit operations, foreign exchange transactions, insurance and securities transactions executed through financial institutions and includes inter-company loans and some operations with gold.
The rates vary depending on the nature of the transaction and the maturity term. Since IOF rates have been constantly changing over the past several years, it is highly recommended a careful and updated analysis of this topic.
HIRING PEOPLE IN BRAZIL
06.
PAYROLL
Payroll in Brazil has many details, but it will be mentioned the most important of our labor environment
•ACost of hiring a professional in Brazil is from 1.80 to 2.00%;
•AEmployment law is described in the Labor Code, Labor Acts and Collective Labor Agreements. Every company and employee must belong to a union, and the employers must follow the union’s collective labor agreements (and Bylaws) related to the activity executed in Brazil;
•AThe standard work week is 44 hours, which represents a working period of 8 hours a day, including a one-hour lunch break;
•AThere is a statutory minimum wage defined by law, which may be higher higher depending on the collective labor agreement;
•AHoliday entitlement is 30 days per year. In certain cases, the employee has the option of receiving 10 days’ pay in cash. Before each vacation period, the employee receives a 0.33% premium for the vacation;
•AThere is a government severance employment fund (FGTS), which is equivalent to 8% of the employee’s salary and is deposited every month by the employer into a blocked FGTS bank account in the name of the employee. In the event of unjustified dismissal, the employer has to pay a 40% penalty on the FGTS over the amount deposited in the FGTS bank account. Withdrawals are authorized only under circumstances established by law;
•AEach registered employee is entitled to an Annual Christmas Salary, which is a mandatory annual extra salary equivalent to one month of salary and is usually paid in two installments, typically November and December of each year;
•ATransport to work and meal vouchers are typical benefits within collective agreements. A health insurance policy, life insurance policy and profit-sharing scheme are commonly-granted benefits in the market.
PAYROLL TAXES
•AINSS (Brazilian Social Security Institute): 8-11% for employees and 20% for employers.
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This is further increased by workplace accident insurance and other contributions to governmental institutions such as the National Service, etc. This could bring the total combination of employer contributions to almost 29%. Employee contributions to Social Security usually range from 8% to 11% and must be withheld by the employer.
•AIRRF (Withholding Income Tax): from 7.5% to 27.5% for employees.
The Brazilian source payments made to employees for services must be withheld on a monthly basis.Some other contributions:
PAYROLL OBLIGATIONS
Monthly filings Number of admission sand terminations in the prior month – (CAGED - Cadastro Geral de Empregados e Desempregados)Form for FGTS payments – (GFIP - Guia de Recolhimento do FGTS e de Informações à Previdência Social)Contribution of FGTS and INSS – (SEFIP - Sistema Empresa de Recolhimento do FGTS e Informações à Previdência Social)Form for social security payments – (GPS - Guia de Previdência Social)Form for payment of employee’s with holding tax – (DARF - Documento de Arrecadação de Receitas Federais)
FilingsCAGEDGFIPSEFIPGPS DARF
MOBILITY
RELOCATION OF FOREIGN CITIZENS TO WORK IN BRAZIL
The increase of foreign investments in the Brazilian market over the last few years has considerably enlarged the relocation of members of the work force into the country.
Foreign investors willing to establish a business in Brazil or to relocate professionals to work or provide services in the country must pay special attention to three main issues:
•AImmigration aspects;
•ALabor rights and payroll obligation;
•AIndividual income tax.
IMMIGRATION
In general terms, foreign nationals (individuals, investors or entrepreneurs) willing to do business or work in Brazil must apply for a visa in accordance with the activities to be performed, submitting the request to Immigration Coordination of the Labor Ministry in Brazil. Therefore, identifying and applying for the proper type of visa is the first step to start a business and to perform remunerated activities in the country.
Permanent Visa for Foreign Investors: Basically, a foreign national willing to obtain a permanent visa as an investor must invest at least BRL 150.000,00 in a Brazilian corporation (capital stock, duly paid in) and file a business plan (among other requirements). The business plan consists of a detailed description of the business activities to be developed, the functions of the investor, entrepreneurship objectives, the importance of the investment to the economic sector, business strategy, a hiring plan for the first three years including the number of employees, job positions and compensation plan, the investment plan, and any additional details that might be required. Assuming that all of the documents are presented and requirements met, this visa will take up to 8 weeks to be issued and is valid for up to 3 years.
Permanent Visa for professionals in management positions with legal powers: This is applicable to foreigners who come to Brazil as administrators / Directors / legal representatives / councilmen and have managerial powers over a company, commercial group or economic conglomerate in Brazil. The main requirement for requesting this kind of visa is that there is an investment (direct or indirect) from a foreign company in a Brazilian company. There are two possible investment options:
•AEqual to or greater than BRL 600,000.00 (six hundred thousand Reais), duly registered at the Central Bank of Brazil, with a visa granted for 5 years unconditionally; and
•AEqual to or greater than BRL 150,000.00 (one hundred and fifty thousand reais), duly registered at the Central Bank of Brazil, with the visa valid initially for 2 years and requiring the creation of 10 new jobs.
Temporary Work Visas: Temporary visas are divided in subcategories and will be granted according to the activity to be performed in Brazil:
•A90 day technical visa. This type of visa is strictly consular visa since May 9, 2013, can now be filed directly at the Brazilian consulates and does not requires authorization from the Ministry of Labor. This visa is applicable for short-term work assignments of a technical nature and cannot be used for administrative, financial or managerial activities;
•A1-year technical visa, usually applicable for foreign nationals who will be performing technical activities and will transfer a certain level of know-how to local employees. Home and host companies must have a valid Technical Services Agreement, and the foreign national must have at least three years of relevant professional experience to apply for this visa. This type of visa can be renewed for another period of 1 years and salary fully paid by home country company;
•AWork Contract Visa initially valid for a two years period, this visa is applicable for foreign
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nationals who will perform administrative, financial or managerial activity and will have an employment relationship with the Brazilian entity, receiving at least part of the salary from Brazilian payroll. Split salaries are acceptable for this purpose. Some conditions apply to the salary and the Brazilian company must respect the pro-rata of ⅓ foreign employees to ⅔ national employees. The total payroll of the Brazilian company must respect the same proportion. Under this visa type, the foreign national must prove at least one year of relevant professional experience (if he or she holds a graduation diploma), or at least nine years of education and two years of relevant experience (in the absence of a graduation diploma). After the initial two-year period under this visa, the foreign national can apply for a conditional permanent residence.
The immigration condition will determine the point at which the professional becomes responsible for Brazilian income taxes as well as the labor/payroll obligations.
LABOR ASPECTS
Despite the great need for qualified labor in Brazil, some legal restrictions are imposed on the process of hiring foreign professionals as regular employees of an entity in Brazil (with a labor contract in Brazil), under the pretext of safeguarding local employment.
The Brazilian labor law imposes a limit based on a ⅔ rule in which legal entities are required to maintain a proportion of two Brazilian employees to everyone foreign employee. This ratio also applies for payroll purposes.
The Brazilian Labor Law also ensures specific rights for regular employees (regardless of citizenship), such as: 30 days’ vacation for each year of work (or pro-rata), ⅓ of the monthly salary as additional vacation payment, an annual Christmas Bonus Salary – 13th salary, severance.
The labor rights do not necessarily apply to statutory professionals (investors, statutory directors, legal representatives), but can be offered by the company.
In addition to that, social security contributions are due by the parties, the employer and employee. It is important to emphasize that labor rights and social contributions shall levy on global compensation. Therefore, it is highly recommended that analyze employer costs on the compensation package to be offered to professionals assigned to Brazil for optimal budget management.
INCOME TAX ASPECTS
All individuals considered as residents of Brazil are subject to an income tax on worldwide income on a cash basis (“pay-as-you-earn” system). The tax year is from January 1st to December 31st. However, for the year in which a foreign citizen becomes a resident of Brazil, the tax period will be from the residency date to December 31st.
Foreign citizens arriving in the country and holding a Permanent Visa or Temporary Visa with a local labor contract are considered residents of Brazil for tax purposes as from the first date of entry into the country with such visas.
Exceptions apply to members of the Administrative Board, even if they hold permanent visas, and also to the holders
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of temporary work visas without employment contracts in Brazil. Generally, tax residency will be acquired on the date on which the individual exceeds 183 days in the Brazilian territory during a rolling 12-month period. The income tax rate in Brazil ranges from 0 to 27.5%, as based on a progressive tax table. For 2015, annual income over BRL 55,373.55 is taxable at the maximum rate of 27.5%.
An individual resident of Brazil will be liable for tax compliance with the following:
•AMonthly income tax return on worldwide income – “Carnê-leão”;
•ACapital gains taxation on the sale of assets and rights;
•AAnnual income tax return (Declaração do Imposto sobre a Renda da Pessoa - DIRPF), to be filed from March to April;
•ADeclaration of Brazilian Capital Abroad (Capitais brasileiros no exterior - CBE), applicable to individuals with more than USD 100,000.00 of wealth located outside of Brazil;
•ATermination of the fiscal residence when permanently leaving the country.
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FINANCING GROWTH
07.
FINANCING BRAZILIAN OPERATIONS AND REPATRIATION OF PROFIT
All foreign investments (equity or debt) must be properly registered with the Brazilian Central Bank (BACEN)in order to enable future repatriation of capital and remittance of dividends, interest on net equity and inter-company invoices.
Brazilian legal entities can be financed through equity and/or debt.
International Companies decide how they will finance operations in Brazil in different ways, basing this decision on corporate requirements.
The first foreign exchange inflow of the Brazilian entity is commonly the capital inflow, as set forth in the Bylaws. It is important that the wire transfer originates from the bank account of the majority shareholder and the SWIFT message3 clearly states that it is direct investment. The Bylaws must reflect subsequent capital increases through amendments.
CROSS-BORDER CAPITAL CONTRIBUTIONS TRIGGER IOF AT A 0.38% RATE
Another financial possibility is through loans. All wire transfers need to be registered with the Brazilian Central Bank, as does the loan agreement.
If the term of the loan is fewer than 181 days, IOF will be paid by the borrower. Payments on the principal of the loan are not considered tax events, but interest payments are subject to a with holding tax.
Since January 2013, the Brazilian Government has set the interest rates for loans:
•AThe rate of Brazilian sovereign bonds issued in US dollars on international markets – to be used for loans in US dollars with fixed interest rates;
•AThe rate of Brazilian sovereign bonds issued in Brazilian Reais on international markets – to be used for loans in Brazilian Reais with fixed interest rates;
3 - SWIFT: A procedure used in order to send secure electronic payment messages abroad.28LA
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•AThe rate to be set by Brazil’s Ministry of Finance – to be used for loans in Brazilian Reais with floating interest rates; and
•ALIBOR4 6-month rate, to be issued in all other cases.
The spread on the interest rates shall be based on the average rates of the financial market and will be set by the Ministry of Finance. Interest rates above these levels will not be deductible for corporate tax purposes.
Loans in foreign currency trigger the booking of foreign exchange variation exposure, depending on the foreign exchange fluctuation.
REPATRIATION OF PROFITS
The most common type of repatriation of profits is through dividend distribution: Dividends are paid
based on the net accounting income after taxes and are not subject to a withholding tax or IOF. Payment can only be executed to shareholders, and disproportionate payments are allowed (for example, dividends paid to the 99% foreign shareholder).
Any such payment needs to be agreed upon at a shareholders’ meeting, and registered with the Board of Trade and the Brazilian Central Bank before it can be executed.
Another possibility is interest on net equity, which is calculated by applying the long-term interest rate on the adjusted equity (book value as per Brazilian GAAP), considering all the equity variations that occurred during the year.
Payment and tax deductibility of INE are limited to whichever is greater - 50% of the net accounting income or 50% of retained earnings and profit reserves. A 15% withholding tax is applicable to this payment.
4 - The 6-month LIBOR (London Interbank Offered Rate) rate is the interest index at which selected banks can borrow US dollars from one another.
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THINKING COMPLIANCE WHEN ESTABLISHING A BUSINESS IN BRAZIL
08.
When investing in Brazil, compliance rules are of extreme relevance. The business community is a whole serious and responsible, however as in every country, one must be cautious about unknown variables, and cultural differences. It is highly recommended seeking advice from attorneys or consultants when in doubt.
You must be aware of the fact that breaches could trigger FCPA (Foreign Corrupt Practices Act)/UKBA (United Kingdom Bribery Act) violations as well as the local Anticorruption 12,846/13 or Antitrust 12,529/11 laws – or even the Brazilian Criminal Code.
There are differences between the FCPA and the Brazilian AB (Anti-Bribery) legislation when structuring a compliance program and supporting legal process within the government. Documentation in a foreign language given to employees and offered to court as evidence, for example, could easily be challenged.
One of the main items observed in the Brazilian AB Law is there evidence of “undue advantage”.
•AStrict liability rule: This means that a person is legally responsible for the damage and loss caused by his/her acts and omissions regardless of cupability. Fines can be as high as 20% of yearly
revenue, and will not be less than the advantage obtained or damaged caused.
Moreover, Decree 8,420/15 Art. 42 highlights 16 items that a company should have implemented in order to prove its effective compliance framework. The items in the Decree are comparable to a certain extent to what the SEC (Securities and Exchange Comission in the USA) presented on its “Resource Guide to the US FCPA”, though an important level of adaptation is required to avoid overlooking local laws. The Resource Guide was published in 2012 and can be found in the department of Justice website.
ANTITRUST
Businesses in Brazil are still in early stages of development or have a very limited number of players in several industries. Despite the small competition, associations are present and competitors know each other very well.
Moreover, bid rigging has been the focus of the main investigations by Brazil’s Federal Trade Commission (Conselho Administrativo de Defesa Econômica - CADE). Market concentration is an issue in Brazil, and it is well-defended by the country’s antitrust law and enforced by CADE.
HUMAN RESOURCES
The issues of training against corruption, preventing or detecting it are recent to the Brazilian business environment, which are being discussed at corporate and regulatory level; market rules are still being established. It is essential using third parties for recruitment and selection of Brazilian staff, especially if this is a new Market for the company, as well as establishing a compliance program that will mitigate risks.
MERGERS & ACQUISITIONS
The M&A process is complex and used to increase the opportunities of successful acquisitions or mergers. In Brazilian companies, the practice must be preceded by a careful evaluation not only of the operations and the financial, tax legal and labor hard aspects, but also of the cultural environment and human capital.
It is recommended the engagement of local professionals who will be able to analyze documentation, and also flag management or cultural discrepancies.
Post-acquisition action plans should be made in order to avoid surprises. If you are looking into an M&A transaction, it is important to train your team, set up whistle-blowing channels and have people ready to deploy in case of an internal investigation.
Despite the fact that it is new for most Brazilians, designing a strategy for compliance while doing business requires caution and a great level of localization. Learning the right paths in highly-regulated industries or when doing business is essential for the success and sustainability in the country. It is of relevance to understand compliance risks, especially in potential acquisitions, JVs, hiring people and dealing with third parties.
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ABOUT OUR SPONSORS
09.
GRANT THORNTON
Grant Thornton is one of the world’s leading organizations of independent assurance, tax, advisory and outsourcing firms, with more than 40,000 people in 131 countries. In Brazil, you can count on more than 1,100 professionals in eight Brazilian cities, all of whom are adept at providing customized solutions to advance the growth of your business in the country.
OUR SOLUTIONS
Audit - Our professionals have extensive knowledge of international accounting standards (IFRS), as well as Brazilian standards (CPC), and US GAAP.
Taxes - We provide strategic solutions in taxes and corporate governance on tax terms and value-added services through the study of tax legislation, jurisprudence and doctrine. These are essential factors for a company’s competitiveness and success in Brazil.
Advisory - We provide specialized services in business strategy, corporate finance, risk and compliance, offering a full range of solutions to our customers.
Transactions - We provide merger and acquisition services that enable organizations to define the best growth strategy.
Outsourcing - We provide specialized professionals to take care of your company’s back office operations, such as accounting, taxes, payroll and finance, so that you can dedicate your time to the growth of your business.
We are a leading business adviser who helps dynamic organizations around the world unlock their potential for growth by delivering meaningful and forward-thinking advice. We do this by delivering real insight through a combination of technical rigor, commercial experience and intuitive judgment.
Our strong global organization, combined with our understanding of both the local and foreign market, means Grant Thornton can support you in every step of establishing a company in Brazil.
For more information, please contact:
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